UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): May 1, 2024

Date of Report (Date of earliest event reported): April 23, 2024

NuStar Energy L.P.

(Exact name of registrant as specified in its charter)

Delaware	~~001-16417~~	74001-~~2956831~~16417	74-2956831
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of		(Commission	(I.R.S. Employer
incorporation or organization)		File Number)	Identification Number)

19003 IH-10 West San Antonio, Texas 78257 (Address of principal executive offices)

~~San~~Registrant’s ~~Antonio~~telephone number, ~~Texas~~including area ~~78257~~code: (210) 918-2000

(Address of principal executive offices)

(210) 918-2000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ ~~Written~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading~~Ticker Symbol~~(s)~~	Name of each exchange on which registered
Common units	NS	New York Stock Exchange
8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units	NSprA	New York Stock Exchange
7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units	NSprB	New York Stock Exchange
9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units	NSprC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ~~financial~~ financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 1, 2024, NuStar Energy L.P. (~~the~~ “~~Partnership~~NuStar”) held ~~its~~a ~~2024~~special ~~Annual~~meeting ~~Meeting~~ of ~~Unitholders~~unitholders (the “~~2024~~Special ~~Annual~~ Meeting”) onto ~~April~~consider ~~23,~~certain ~~2024,~~proposals ~~with~~related ~~all~~to ~~members of~~ the ~~Board~~Agreement ofand ~~Directors~~Plan of ~~the~~Merger ~~general partner of~~ (the ~~Partnership’s~~“Merger ~~general~~Agreement”), ~~partner~~dated inas ~~attendance. As~~ of ~~the~~January 22, ~~record~~2024, ~~date~~by ~~for~~and ~~the~~among ~~2024 Annual Meeting~~NuStar, ~~there~~Sunoco ~~were~~LP ~~126~~(“Sunoco”),~~535,271~~ Saturn ~~common~~Merger ~~units~~Sub, ~~outstanding~~LLC ~~and~~(“Merger ~~entitled~~Sub”), toRiverwalk ~~vote~~Logistics, atL.P. ~~the 2024 Annual Meeting~~ (~~the~~ “~~Voting Units~~NuStar GP”)~~. A~~, ~~total~~NuStar ~~of 110~~GP,~~989,013~~ of LLC (the ~~Voting~~“NuStar ~~Units~~Managing ~~were~~GP”) ~~present~~and orSunoco ~~represented~~GP byLLC ~~proxy at~~ (the ~~2024~~“Sunoco ~~Annual Meeting~~GP”), ~~representing~~pursuant ~~approximately~~to ~~88%~~which ofMerger ~~all~~Sub ~~votes entitled to~~will be ~~cast~~merged atwith ~~the~~and ~~2024~~into ~~Annual~~NuStar ~~Meeting.~~(the ~~The~~“Merger”), ~~matters~~with ~~submitted~~NuStar ~~for~~surviving athe ~~vote~~Merger ~~and~~as the ~~related~~surviving ~~results~~entity ~~are~~and asa ~~follows:~~subsidiary of Sunoco.

•As ~~Proposal~~of NoMarch 28, 2024, the record date for the Special Meeting, there were 126,535,271 common units outstanding and entitled to vote at the Special Meeting. 1At -the ~~Election~~Special Meeting, a total of ~~three~~88,583,214 ~~Group~~common ~~III~~units, ~~directors~~representing toapproximately ~~serve~~70% onof the ~~Board~~voting power of ~~Directors.~~the ~~The~~issued ~~results~~and outstanding common units, were aspresent ~~follows:~~online or represented by proxy, constituting a quorum.

Class I Nominees	Votes For	Votes Withheld	Broker Non-Votes
Bradley C. Barron	89,081,022	1,078,612	20,829,379
William B. Burnett	89,573,386	586,248	20,829,379
W. Grady Rosier	88,068,715	2,090,919	20,829,379

The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is described in more detail in NuStar’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2024.

•1. ~~Proposal~~The ~~No.~~Merger 2Proposal: -To ~~Ratification~~approve ofand adopt the ~~appointment~~Agreement and Plan of ~~KPMG~~Merger, ~~LLP~~by asand among NuStar, Sunoco, Merger Sub, NuStar GP, NuStar Managing GP, and Sunoco GP, and the ~~Partnership’s~~transactions ~~independent~~contemplated ~~registered~~thereby, ~~public~~including ~~accounting~~the ~~firm~~merger ~~for~~of ~~2024.~~Merger ~~The~~Sub ~~results~~with ~~were~~and into NuStar with NuStar surviving the merger as ~~follows:~~a subsidiary of Sunoco.

Votes For		Votes Against		Abstentions		Broker Non-Votes
	For		Against		Abstain
109,899,124		488,305		601,584		—
	87,139,499		1,092,545		351,170

~~Consistent~~2. ~~with~~The ~~the~~Compensation ~~foregoing votes~~Proposal: ~~(1)~~To ~~each of Bradley C. Barron~~approve, ~~William~~by ~~B. Burnett and W. Grady Rosier has been elected as~~ a ~~Group~~non-binding, ~~III~~advisory ~~director~~vote, ~~to serve on~~ the ~~Board of~~compensation ~~Directors;~~that ~~and~~may ~~(2)~~be ~~the~~received ~~appointment~~by ofNuStar ~~KPMG~~Managing ~~LLP to serve as the Partnership~~GP’s ~~independent~~named ~~registered~~executive ~~public~~officers ~~accounting~~in ~~firm~~connection ~~for~~with ~~2024~~the ~~has been ratified~~Merger.

Item 9.01 Financial Statements and Exhibits.

	For		Against		Abstain
	19,230,848		68,775,235		577,131

~~(d)~~NuStar’s ~~Exhibits~~unitholders did not vote on the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies in favor of the Merger Proposal because such adjournment was not necessary.

Exhibit Number		EXHIBIT
Exhibit 104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

Completion of the Merger remains subject to satisfaction or waiver of the closing conditions set forth in the Merger Agreement.

~~SIGNATURES~~Item 7.01. Regulation FD Disclosure.

~~Pursuant~~On toMay 1, ~~the~~2024, ~~requirements~~NuStar ofand ~~the~~Sunoco ~~Securities~~issued a ~~Exchange~~joint ~~Act~~press ofrelease ~~1934,~~announcing the ~~Registrant~~preliminary ~~has~~voting ~~duly~~results ~~caused~~of ~~this~~the ~~report~~Special toMeeting. beA ~~signed~~copy onof ~~its~~the ~~behalf~~press byrelease ~~the~~is ~~undersigned~~attached ~~hereunto~~hereto ~~duly~~as ~~authorized~~Exhibit 99.1 and is incorporated herein by reference.

	NUSTAR ENERGY L.P.
	By:	Riverwalk Logistics, L.P.
		its general partner
		By:	NuStar GP, LLC
			its general partner
Date: April 29, 2024			By:	/s/ Steve Gilbert
			Name:	Steve Gilbert
			Title:	Vice President, Assistant General Counsel and Corporate Secretary

The information in this Item 7.01 and Exhibit 99.1 attached to this Current Report on Form 8-K is being furnished under Item 7.01 of Form 8-K. Such information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit Number		Exhibit

	Exhibit 99.1		Joint Press Release, dated as of May 1, 2024.

	Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NuStar Energy L.P.

By:	Riverwalk Logistics, L.P.
	its general partner

	By:	NuStar GP, LLC
		its general partner

Dated: May 2, 2024	By:	/s/ Amy L. Perry
	Name:	Amy L. Perry
	Title:	Executive Vice President–Strategic Development and General Counsel

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